BYLAWS OF THE HARVARD LAW SCHOOL ASSOCIATION OF AUSTIN
Article I. Name and Purpose
Section 1. Name
The name of this organization shall be the Harvard Law School Association of Austin (the "Association").
Section 2. Purpose
The purpose of the Association is to promote relationships among area alumni through social and professional events and activities, advance legal education by fostering networking and mutual support of HLS, its alumni, faculty and students, stimulate discussion of current legal and business issues, communicate area alumni views to the HLS Alumni Center, and work with the HLS Alumni Center to strengthen the Association.
Article II. Membership
Membership in the Association shall be open to anyone who graduated from Harvard Law School.
Article III. Board of Directors
Section 1. Role of the Board of Directors
The affairs of the Association shall be administered by a Board of Directors (the “Board of Directors”). The Board of Directors is responsible for the administration of the Association, including, but not limited to, setting immediate goals for the current administrative year and long-range goals for future club achievements, as well as planning and organizing events for the membership.
Section 2. Composition of the Board of Directors
The Board of Directors should normally consist of no less than five and no more than twenty-five members, however, the Board of Directors may vote to adjust the size of the Board of Directors based on the needs of the Association.
The Board of Directors shall be chaired by the President, and shall also have a Vice-President.
Section 3. Duties of the Board of Directors
The President is responsible for leading the Board of Directors. The President shall organize and chair the meetings of the Board of Directors. The President shall also serve as the delegate to the Harvard Law School Association.
The Vice-President shall fulfill the duties of the President in the President's absence and assist the President in furthering the purposes of the Association. If the Association has two delegates to the Harvard Law School Association, then the Vice-President shall serve as the second delegate.
Each Board of Directors member shall assume responsibilities as set forth in Appendix A with respect to each member’s title and shall assume such other duties as conferred by the President.
Section 4. Terms of Office
Members of the Board of Directors shall serve 2-year terms, ending on December 31 of every other year.
Members of the Board of Directors are limited to three consecutive 2-year terms (including any terms as President or Vice-President) on the Board of Directors. A Board of Directors member may serve a maximum of two consecutive 2-year terms as President and a maximum of two consecutive 2-year terms as Vice-President.
Section 5. Elections
Section 5a. Quorum
All votes in elections and removals set forth in sections 5b, 5c and 5e require a majority vote with participation from at least two-thirds of the Board of Directors in the voting process order to be valid.
Section 5b. Election of the President and Vice-President
The President and Vice-President shall be elected by the Board of Directors.
To be eligible to serve as the President or Vice-President, one must currently be serving as a Board of Directors member.
An election shall be held no later than December 20 of the year in which the President’s and/or Vice-President’s term expires, to elect the President and/or Vice-President, as applicable, for the following 2-year term.
In the event that the President is seeking election for another term as President or seeking election as Vice-President, then the Vice-President shall administer the election, provided that the Vice-President is not seeking election as President or another term as Vice-President. In the event that both the President and Vice-President are seeking election, the Board of Directors shall elect another Board of Directors member, who is not seeking election as President or Vice-President, to administer the election. In the event that all Board of Directors members are seeking election as President or Vice-President, the HLS alumni office shall administer the election. The person who administers the election is hereinafter referred to as "the Election Administrator."
By no later than November 15 of an election year, the President shall request that any Board of Directors member who wishes to seek election as President or Vice-President notify the President (or the Election Administrator, if the President is seeking election for another term as President or seeking election as Vice-President) of his or her intention to seek election by no later than November 30.
The Election Administrator shall schedule a date for the election and administer the election process. The Election Administer may request the assistance of the HLS Alumni Center (e.g., to receive and tally votes from Board of Directors members in order to keep the votes confidential).
The person who receives the most votes for President and the person who receives the most votes for Vice-President shall become the President and Vice-President, respectively. In the event of a tie, the candidates who received the most votes shall meet with the Election Administrator and the HLS Alumni Center to work out a solution for resolving the election, including by possibly having another vote between those candidates, or having the candidates serve as co-Presidents and/or co-Vice Presidents.
Section 5c. Election of the Board of Directors
Any member of the Board of Directors may nominate a candidate for any open positions on the Board of Directors. For positions that will become open on the Board of Directors the following year, all nominations should be made and presented to the Board of Directors on or before November 30. Any Board of Directors member may nominate his or herself for continued service on the Board of Directors the following year, and Board of Directors members are encouraged to do so. The Board of Directors shall select new members by a majority vote for terms to begin January 1 of the following year.
Positions that become open during the year may be filled by the same process at any time during the year. Nominees shall become a Board of Directors member upon receiving a majority vote.
In nominating and electing new members, the Board of Directors shall give consideration to issues of diversity in practice and background.
The immediate past President shall be a member-at-large of the Board of Directors for the year following the President's last year of service as President. The immediate past President shall remain as and ex-officio non-voting member of the Board of Directors even if his or her continued service would exceed the maximum number of consecutive terms.
Section 5d. Vacancies
The President, Vice-President and any Board of Directors member may be removed from their position upon the vote of at least two-thirds of the Board of Directors.
The President, Vice-President and/or any Board of Directors member may resign by submitting a resignation in writing to the Board of Directors members.
If the office of the President becomes vacant by reason of resignation or removal during the terms of said officer, the Vice-President shall succeed to the office of President for the remaining term of the former President and a member of the Board of Directors shall be elected to succeed to the office of Vice-President for the remaining term of the former Vice-President. In the office of the Vice-President becomes vacant by reason of resignation or removal during the term of said officer, a member of the Board of Directors shall be elected to succeed to the office of Vice-President for the remaining term of the former Vice-President.
Section 6. Meetings
Meetings of the Board of Directors shall be held on a regular basis as set by the President. The President (or, if unavailable, the Vice-President) shall preside over meetings of the Board of Directors. The meetings may be in person or by conference call.
Article IV. Amendments
Amendments to these Bylaws may be proposed in writing by the Board of Directors or any member of the Board of Directors, and shall be submitted to a vote of the Board of Directors. A two-thirds vote of the Board of Directors is required to pass an amendment. The Board of Directors shall review these Bylaws at least once every 5 years.
Article V. Special Committees
The President from time to time may appoint one or more members of the Board of Directors to serve on an additional or special committee for the purposes defined by the President as he/she believes is advisable. No committee shall take any action committing the Association without the express authorization of the President.
Voted and agreed by the Harvard Law School Association of Austin: December 5, 2017.
CERTIFICATE OF THE PRESIDENT OF THE HARVARD LAW SCHOOL ASSOCIATION OF AUSTIN
I, Edward M. Grauman, hereby certify that I am the President of the Harvard Law School Association of Austin and that the foregoing is a true and correct copy of the Bylaws of the Harvard Law School Association of Austin adopted on December 5, 2017. In accordance with the applicable provisions of these Bylaws, the Board of Directors shall be composed of the following members, each serving in his or her respective position for a term beginning immediately and expiring on December 31, 2019.
President: Edward Grauman
Vice President: Michael Marin
Membership Chair: Tanner Bond
Communications Chair: Jocelyn Dabeau
Technology Co-Chairs: Kyle Highful, Morgan Menchaca
Programming Co-Chairs: Alicia Curry-Pal, Darren Gibson
Mentorship Co-Chairs: Victoria Husband, Rachel Saldaña
Treasurer: James Babineau
Secretary: Amy Penn
Members-at-Large: Jon Ellison, Alex King, Michael McMillin, Thomas Phillips, Scott Powers, Peter Stokes, Kevin Terrazas, Tom Vallone, Rex VanMiddlesworth
Dated: December 5, 2017
/s/ Edward M. Grauman